8-KRegulation FD

CAPITAL ONE FINANCIAL CORP 8-K Report, Regulation FD Disclosure (Dec 7, 2009)

Filed December 7, 2009For Securities:COFCOF-PLCOF-PICOF-PKCOF-PNCOF-PJ

Summary

Capital One Financial Corporation (COF) filed an 8-K on December 7, 2009, to disclose a significant update regarding its warrants. The company announced that it has not repurchased any of the warrants originally offered by the U.S. Department of the Treasury in the Treasury's secondary public offering. These warrants, totaling 12,657,960 shares of common stock, were initially acquired by the Treasury as part of the Capital Purchase Program on November 14, 2008. This disclosure is important for investors as it clarifies Capital One's current stance on these warrants, which represent potential future dilution. The decision not to repurchase them at this time suggests the company is managing its capital and potential equity structure. Investors should note that this information is provided under Regulation FD and is not considered 'filed' for purposes of Section 18 of the Exchange Act, meaning it does not carry the same legal implications as a formal filing.

Key Highlights

  • 1Capital One Financial Corporation (COF) announced it has not repurchased warrants from the U.S. Treasury.
  • 2The warrants in question were acquired by the Treasury on November 14, 2008, as part of the Capital Purchase Program.
  • 3The total number of warrants is 12,657,960, representing shares of COF's common stock.
  • 4The company's decision not to repurchase the warrants was disclosed via an 8-K filing on December 7, 2009.
  • 5This disclosure was made under Regulation FD, indicating it's for public dissemination of material information.
  • 6The filing clarifies the status of these specific warrants and their potential impact on the company's share structure.

Frequently Asked Questions

The main purpose of this 8-K filing is to inform investors that Capital One Financial Corporation has decided not to repurchase the warrants it issued to the U.S. Department of the Treasury as part of the Capital Purchase Program.

There are 12,657,960 warrants involved. The U.S. Treasury acquired these warrants on November 14, 2008.

The non-repurchase of these warrants means they remain outstanding and could potentially be exercised by the Treasury in the future, leading to an increase in the number of Capital One's outstanding shares. This could impact earnings per share (EPS) and shareholder dilution. The company's decision reflects its current capital management strategy.

No, this information is furnished under Item 7.01 (Regulation FD Disclosure) and is not considered 'filed' for the purposes of Section 18 of the Securities Exchange Act of 1934. This means it doesn't carry the same legal liabilities as a formally filed document, but it serves to ensure all investors have access to the same material information.